Yue Zhu boosts control of Lianhe Sowell (LHSW) with new Class B share deal

Rhea-AI Filing Summary

Yue Zhu and Lianyue Holding Limited filed a Schedule 13D reporting beneficial ownership of 17,435,000 Lianhe Sowell International Group Ltd Class A and Class B Ordinary Shares, representing 72.45% of the outstanding classes as of April 9, 2026.

The holding consists of 15,035,000 Class A Ordinary Shares and 2,400,000 Class B Ordinary Shares owned by Lianyue Holding, a British Virgin Islands company wholly owned by Mr. Zhu, giving him sole voting and dispositive power over these shares. On April 7, 2026, Lianyue Holding agreed to subscribe for 2,000,000 Class B Ordinary Shares at US$0.167 per share, with the transaction closing on April 9, 2026 and issued under Regulation S, after approval and ratification by the company’s audit committee.

Insights

Equity ownership and governance analyst

Filing discloses concentrated control and a related-party share subscription.

The Schedule 13D shows Yue Zhu, via Lianyue Holding, beneficially owning 17,435,000 shares, or 72.45% of Lianhe Sowell’s outstanding Class A and B Ordinary Shares as of April 9, 2026. This reflects significant control.

The structure includes 15,035,000 Class A and 2,400,000 Class B shares, with each Class B carrying 100 votes compared with one vote for each Class A. A Subscription Agreement added 2,000,000 Class B shares at US$0.167 per share, approved by the audit committee and issued under Regulation S.

The filing also notes that a prior Acting-in-Concert Confirmation and Undertaking Agreement with another holder was rescinded or deemed void ab initio, leaving Mr. Zhu with sole voting and dispositive power over Lianyue Holding’s shares. Future company disclosures may clarify any additional ownership or governance changes.

Key Figures

Beneficial ownership: 17,435,000 shares Ownership percentage: 72.45% Class A held: 15,035,000 shares +5 more

8 metrics

Beneficial ownership 17,435,000 shares Shares beneficially owned by Yue Zhu and Lianyue Holding

Ownership percentage 72.45% Percent of Class A and Class B outstanding as of April 9, 2026

Class A held 15,035,000 shares Class A Ordinary Shares held by Lianyue Holding

Class B held 2,400,000 shares Class B Ordinary Shares held by Lianyue Holding

Subscription shares 2,000,000 Class B shares Subscribed under Share Subscription Agreement on April 7, 2026

Subscription price US$0.167 per share Price for Class B shares, based on 5-day average Class A closing price

Class A outstanding 52,000,000 shares Class A Ordinary Shares outstanding as of April 9, 2026

Class B outstanding 3,000,000 shares Class B Ordinary Shares outstanding as of April 9, 2026

Key Terms

Schedule 13D, Class B Ordinary Shares, Regulation S, Acting-in-Concert Confirmation and Undertaking Agreement, +2 more

6 terms

Schedule 13D regulatory

"This Schedule is being filed by the following persons (each a "Reporting Person")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Class B Ordinary Shares financial

"The numbers in these rows represent 15,035,000 Class A Ordinary Shares and 2,400,000 Class B Ordinary Shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Regulation S regulatory

"The 2,000,000 Class B Ordinary Shares were issued in accordance with Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Acting-in-Concert Confirmation and Undertaking Agreement regulatory

"that certain Acting-in-Concert Confirmation and Undertaking Agreement (the "AIC Agreement") entered into"

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 17,435,000.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Mr. Zhu now has sole voting power and dispositive power over the Class A Ordinary Shares and Class B Ordinary Shares"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Lianhe Sowell International Group Ltd

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

(CUSIP Number)

C/O Mr. Yue Zhu
15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Nanshan District
Shenzhen, F4, 518000
86-400-616-9629

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Yue Zhu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 17,435,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,435,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,435,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

72.45 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Row 7, 9 and 11: The authorized share capital of the Issuer includes Class A Ordinary Shares and Class B Ordinary Shares. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 100 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one (1) vote. The numbers in these rows represent 15,035,000 Class A Ordinary Shares and 2,400,000 Class B Ordinary Shares of the Issuer held by Lianyue Holding Limited ("Lianyue Holding"), which is a British Virgin Islands company wholly owned by Mr. Zhu. Mr. Zhu is deemed to have voting, dispositive or investment powers over Lianyue Holding. Row 13: Based on 52,000,000 Class A Ordinary Shares outstanding and 3,000,000 Class B Ordinary Shares outstanding as of April 9, 2026.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Lianyue Holding Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 17,435,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,435,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,435,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

72.45 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 7, 9 and 11: The authorized share capital of the Issuer includes Class A Ordinary Shares and Class B Ordinary Shares. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 100 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one (1) vote. The numbers in these rows represent 15,035,000 Class A Ordinary Shares and 2,400,000 Class B Ordinary Shares of the Issuer held by Lianyue Holding, a British Virgin Islands company wholly owned by Mr. Zhu. Mr. Zhu is deemed to have voting, dispositive or investment powers over Lianyue Holding. Row 13: Based on 52,000,000 Class A Ordinary Shares outstanding and 3,000,000 Class B Ordinary Shares outstanding as of April 9, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value $0.0001 per share
(b)	Name of Issuer: Lianhe Sowell International Group Ltd
(c)	Address of Issuer's Principal Executive Offices: 15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Binhai Community, N, Shenzhen, CHINA , 518000.
Item 2.	Identity and Background
(a)	This Schedule is being filed by the following persons (each a "Reporting Person" and, collectively the "Reporting Persons"): (i) Mr. Zhu, a PRC citizen, CEO and Chairman of the Issuer; (iii) Lianhe Holding, a British Virgin Islands (BVI) company.
(b)	Each of Reporting Persons has the business address of with its address being c/o Lianhe Sowell International Group Ltd, 15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Binhai Community, Nanshan District, Shenzhen, China.
(c)	See (a).
(d)	None.
(e)	None.
(f)	See (a).
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	The Reporting Persons previously signed a Joint Filing Agreement, dated September 10, 2025, with Dengjia Yao, Lianhe Holding Group Limited, Hainan Lianhe Enterprise Management Group Co., Ltd. and Patton Holding Group Limited ("Patton Holding"), for the purpose of filing a Schedule 13D (the "Original Schedule13D") to report, among others, that certain Acting-in-Concert Confirmation and Undertaking Agreement (the "AIC Agreement") entered into between Patton Holding and Lianyue Holding on September 9, 2025. Following the filing of the Original Schedule13D, pursuant to certain advice of the BVI legal counsel of Lianyue Holding, the AIC Agreement shall be rescinded or deemed void ab initio, and alternatively Lianyue Holding is entitled to decline to act in concert with Patton Holding if the relevant resolution fall within exceptions provided in the AIC Agreement. Mr. Zhu now has sole voting power and dispositive power over the Class A Ordinary Shares and Class B Ordinary Shares held by Lianyue Holding Limited. On April 7, 2026, Lianyue Holding entered into a share subscription agreement (the "Subscription Agreement") with the Issuer and Shenzhen Sowell Technology Development Co., Ltd, a subsidiary of the Issuer. Pursuant to the Subscription Agreement, the Company issue and sold to Lianyue Holding an aggregate of 2,000,000 Class B Ordinary Shares, for a purchase price of US$0.167 per share, representing the average closing price, as reported on Nasdaq.com, of the Class A Ordinary Shares for the five (5) trading days immediately preceding the date on which the board of directors of the Issuer (the "Board") approved the transaction. The 2,000,000 Class B Ordinary Shares were issued in accordance with Regulation S under the Securities Act of 1933, as amended. The transaction contemplated by the Subscription Agreement was closed on April 9, 2026. The entry into the Subscription Agreement and the consummation of the transaction contemplated thereby have been approved and ratified by the Company's audit committee of the Board. Except as set forth in this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, as amended; or (j) any action similar to any of those enumerated above. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) in the preceding paragraph.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to Rows 1-4 and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(b)	The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(c)	The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(d)	The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement dated April 16, 2026 by and between the Reporting Persons Exhibit 2: Share Subscription Agreement dated April 7, 2026, by and among Lianhe Sowell International Group Ltd, Shenzhen Sowell Technology Development Co., Ltd and Lianyue Holding Limited (incorporation by reference to Exhibit 10.1 to the Form 6-K of Lianhe Sowell International Group Ltd filed with the Commission on April 15, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Yue Zhu

Signature:	/s/ Yue Zhu
Name/Title:	Yue Zhu
Date:	04/16/2026

Lianyue Holding Limited

Signature:	/s/ Yue Zhu
Name/Title:	Yue Zhu/ Director of Lianyue Holding Limited
Date:	04/16/2026

FAQ

What percentage of Lianhe Sowell (LHSW) does Yue Zhu report owning?

Yue Zhu, through Lianyue Holding Limited, reports beneficial ownership of 17,435,000 Lianhe Sowell shares, representing 72.45% of the outstanding Class A and Class B Ordinary Shares as of April 9, 2026, indicating a highly concentrated ownership position.

How many LHSW shares are held by Lianyue Holding Limited and of which classes?

Lianyue Holding Limited holds 15,035,000 Class A Ordinary Shares and 2,400,000 Class B Ordinary Shares of Lianhe Sowell. The company’s Class B shares carry enhanced voting rights compared to Class A, and are wholly owned indirectly by Yue Zhu.

What new LHSW shares did Lianyue Holding subscribe for and at what price?

On April 7, 2026, Lianyue Holding entered a Subscription Agreement to acquire 2,000,000 Class B Ordinary Shares of Lianhe Sowell at US$0.167 per share. The transaction closed on April 9, 2026 and was issued in reliance on Regulation S.

How many LHSW shares are outstanding in each class according to the filing?

As of April 9, 2026, the filing states there are 52,000,000 Class A Ordinary Shares and 3,000,000 Class B Ordinary Shares outstanding. These figures are used to calculate Yue Zhu’s reported 72.45% beneficial ownership percentage.

What are the voting rights of Lianhe Sowell (LHSW) Class A vs. Class B shares?

Each Class B Ordinary Share of Lianhe Sowell carries 100 votes on all matters at general meetings, while each Class A Ordinary Share carries one vote. Class B shares are convertible into Class A on a one-for-one basis; Class A are not convertible.

Was the LHSW related-party subscription approved by corporate bodies?

Yes. The entry into the Share Subscription Agreement and the closing of the 2,000,000 Class B Ordinary Share issuance to Lianyue Holding were approved and ratified by Lianhe Sowell’s audit committee of the board of directors, according to the disclosure.